Limited Liability Partnership Act

This Act may be cited as the Limited Liability Partnership Act.

Section 2 provides definitions of terms used in the Act (for example: "accounting records", "address", "beneficial owner", "Competent Authority", "limited liability partnership", "manager", "Registrar").

Establishes a Registrar, Deputy Registrar and Assistant Registrars for Limited Liability Partnerships; allows the Registrar to authorize deputies to exercise specified functions and treats actions taken under such authority as if performed by the Registrar.

The Registrar may refuse to register an entity as a limited liability partnership if the Registrar is not satisfied with the information provided about the entity.

The Registrar may require documents to be lodged electronically and may allow agents to lodge documents subject to conditions; a certified electronic copy is admissible in proceedings absent contrary evidence.

Limited liability partnerships are primarily liable for obligations of the partnership; partners are not personally liable for partnership obligations, except for their own torts, and the partnership is liable for partner wrongful acts in the course of partnership business or with its authority.

A partner of a limited liability partnership is the partnership's agent (i.e., can bind the partnership), subject to the limitations and notice rules in subsections (2) and (3).

The relationship of partners is governed either by the limited liability partnership agreement or, if there is no such agreement or it does not deal with a matter, by the First Schedule; references to a partners' resolution mean a resolution passed unanimously or by the number specified in the agreement.

A partner ceases to be a member either by complying with the LLP agreement or, if no agreement, by giving at least 90 days’ notice; a partner also ceases on death or dissolution; former partners (or their representatives) are not entitled to interfere in management; departing partners are entitled to return of capital contribution and share of accumulated profits determined at cessation.

Bankruptcy of a partner does not by itself end the partner’s status, but the bankrupt partner is restricted from being a manager; the Official Receiver or trustee cannot interfere with LLP management but can receive distributions the bankrupt partner is entitled to.

A partner in a limited liability partnership may assign all or part of their partnership interest, provided the assignee is entitled to the corresponding distributions; assignment can terminate the partner’s partnership and the assignee is entitled to participate in management.

When registered under this Act, a limited liability partnership is formed and on registration becomes a body corporate with perpetual succession and a legal personality separate from its partners; a change in partners does not affect the LLP's existence, rights or obligations.

A limited liability partnership is required to acquire and maintain a common seal bearing its name and to use that seal to execute documents that by law must be sealed.

The Partnerships Act applies to a limited liability partnership except where this Act otherwise expressly provides.

A natural person or a body corporate may be a partner in a limited liability partnership; a trade union is not a body corporate for subsection (1).

Two or more persons associated for carrying on a lawful business with a view to making a profit may register as a limited liability partnership by complying with the registration requirements of this Part.

To register as a limited liability partnership an entity must lodge a statement complying with subsection (2) with the Registrar.

The Registrar must register statements and issue certificates of registration to those who lodged the statement; the Registrar must refuse registration if not satisfied that the requirements of sections 17 and 20 have been complied with.

The Registrar must refuse to register a limited liability partnership if it is likely to be operated for unlawful purposes or if registration would be contrary to national security or the public interest; the Cabinet Secretary may certify such national security/public interest concerns to the Registrar, and the Registrar must take such certificates into account when deciding.

A limited liability partnership registered under the Act must not carry on business under a name that is not registered under section 18 or section 32; registration of a name does not authorise use if that use is otherwise prohibited; contravention is an offence punishable by a fine not exceeding one hundred thousand shillings.

Section 21 sets rules about names for limited liability partnerships: the Registrar may refuse or reserve names, must reserve a name on application and payment if acceptable (normally for two months unless the Registrar specifies longer), may direct a partnership to change a name, partnerships must comply within six weeks (or longer if allowed), and failure to comply is an offence punishable by fines (up to 50,000 shillings and up to 5,000 shillings per day thereafter).

The Registrar must notify in writing the persons who lodged the statement of a decision to refuse registration and the reasons, and the Registrar must not refuse registration without giving those persons an opportunity to show cause.

A person notified of the Registrar's decision may, within thirty days after notification and in accordance with section 22, appeal against the decision to the Court or to the Cabinet Secretary.

A partnership may convert itself into a limited liability partnership by satisfying the Second Schedule; the resulting limited liability partnership and its partners are bound by the Second Schedule; "convert" is defined as the transfer of the partnership's property, assets, rights, liabilities and undertaking to the limited liability partnership under the Second Schedule.

A private company may convert itself into a limited liability partnership by satisfying the requirements set out in the Third Schedule.

A limited liability partnership must have at least two partners.

A limited liability partnership must have at least one manager who is a natural person of at least 18 years and resident in Kenya; the manager must consent and provide details, is personally responsible for compliance with specified sections and personally liable for related penalties unless excused by a court; failures to comply create offences with specified fines and continuing daily fines after conviction.

When a limited liability partnership has more than one manager, anything required of the manager under the Act may be done by any one of the managers and an offence by a manager is an offence by each manager; references to 'the manager' or acts by two or more managers are to be read accordingly where the partnership has only one manager.

A limited liability partnership must file annual returns with the Registrar within thirty days of the anniversary of its registration (or a different period if the Registrar allows), and the return must include specified particulars; failure attracts an administrative penalty of two thousand shillings.

Limited liability partnerships must keep accounting records that explain their transactions and financial position, retain them for at least seven years, keep them at a place partners decide and keep them open to inspection; the Registrar may require production of the records by notice; penalties are specified for natural persons and bodies corporate.

A limited liability partnership must have and maintain a registered office in Kenya; it may change that address by lodging a notice with the Registrar.

Requires a limited liability partnership to lodge a copy of its partners register within thirty days and to keep specified documents for at least seven years; failure is an offence with fines.

Limited liability partnerships must keep and maintain a register of beneficial owners, enter prescribed information, lodge amendments within 14 days, retain records for 10 years; the Registrar may extend a filing period by up to 30 days; specified failures attract administrative penalties and fines.

Limited liability partnerships must keep a register of nominee partners at their registered office; existing partnerships must lodge a copy with the Registrar within sixty days of this provision coming into effect; amendments must be lodged within fourteen days; the register is not open to public inspection; failure to comply attracts an administrative penalty of two thousand shillings; the section applies to foreign LLPs.

A limited liability partnership must include the partnership's name and registration number and state that it is registered with limited liability on documents; failure is an offence punishable by fines (up to 50,000 shillings and thereafter up to 5,000 shillings per day after conviction).

When registered details of a limited liability partnership change, the partnership must lodge a statement with the Registrar within fourteen days specifying the nature and effective date of the change and other prescribed information.

The Registrar may query a limited liability partnership believed not to be carrying on business; the partnership must respond within one month; if no response is received the partnership shall be struck off and dissolved after prescribed notice periods; the Registrar publishes the strike-off in the Kenya Gazette.

The Registrar must publish and notify a limited liability partnership (or its liquidator) a notice that its name will be struck off if certain winding-up or non-return conditions apply; after the notice period the Registrar may strike the name off and must publish that it has been struck off; on publication the partnership is deemed dissolved.

The Registrar may strike a limited liability partnership’s name off the Register on application; after striking off the Registrar must publish a notice in the Gazette and, on publication, the partnership is deemed dissolved; liabilities of managers or partners continue and the Court retains power to liquidate.

Lists circumstances when an application for strike off may not be made and specifies that a limited liability partnership is not to be treated as carrying on business merely because it pays a liability incurred while carrying on business.

An applicant may withdraw an application to strike off a limited liability partnership’s name at any time before the partnership’s name is struck off by prescribed notice to the Registrar.

An applicant may, by written notice to the Registrar, object to an application to strike a limited liability partnership’s name off the register at any time before the name is struck off.

A manager in a limited liability partnership must keep the Part's specified records for at least seven years after the partnership has been struck off; contravention is an offence punishable by a fine not exceeding five hundred thousand shillings.

The Registrar may restore a limited liability partnership's name to the Register if the striking off resulted from a Registrar's mistake, except where the mistake was based on wrong, false or misleading information from the applicant; restoration may be effected by publishing a Gazette notice that takes effect on its publication date.

Certain persons may apply to the Court for restoration to the Register of a limited liability partnership that has been struck off.

When a limited liability partnership's name is restored to the Register it is treated as if it had never been struck off, and the partnership is not liable for filing-related liabilities arising during the period it was struck off.

The Registrar must keep a register of limited liability partnerships and must keep struck-off partnership records for at least seven years.

The Registrar may require documents or information to decide on rectifying the register; the Registrar must give notice to persons appearing concerned and may proceed to rectify if no objections are received; the Registrar may refuse applications that do not arise in the ordinary course; aggrieved persons may appeal to the High Court within thirty days.

When a limited liability partnership registered under this Act becomes insolvent or is liquidated, the provisions of the Insolvency Act, 2015 (No. 18 of 2015) apply to the receivership or liquidation.

Foreign limited liability partnerships must not carry on business in Kenya unless registered as foreign limited liability partnerships under this Act; contravention is an offence with a fine up to 250,000 shillings, or imprisonment up to three years, or both.

Registration of foreign limited liability partnerships requires provision of specified documents (certificate of registration from country of origin or similar document; partnership agreement or similar; list of partners and managers and their particulars; list of beneficial owners and their particulars). The partnership's name must be either its name under the law of its country of incorporation or an alternative name that complies with this Act. The registrar will register the foreign limited liability partnership, allocate a registration number and issue a notice of registration in the prescribed form.

Foreign limited liability partnerships must lodge particulars of their local representative and the representative's consent with the Registrar; the local representative must give written notice to vacate and ceases to be representative 30 days after lodging such notice; failure to comply with subsection (1) is an offence.

A foreign limited liability partnership must have a registered office in Kenya to which all communications and notices may be addressed.

Foreign limited liability partnerships must file annual returns with the Registrar within thirty days of the anniversary of registration (or another period the Registrar may allow) and must include specified information; failure to file attracts an administrative penalty of two thousand shillings.

Foreign limited liability partnerships that cease operations in Kenya must lodge a notice with the Registrar within seven days; upon lodging the notice some obligations to lodge documents cease, and the Registrar must publish a Gazette notice after which the partnership’s name may be struck off and it will be deemed dissolved.

A foreign limited liability partnership that is liquidated or dissolved must, within thirty days, lodge a notice of the liquidation or dissolution with the Registrar in accordance with the Insolvency Act, 2015; the Registrar must publish that notice in the Kenya Gazette.

A local representative of a foreign limited liability partnership must keep the partnership's records for at least seven years after the partnership is struck off; anyone who breaks the rule commits an offence and may be fined up to five hundred thousand shillings on conviction.

The Cabinet Secretary responsible for matters relating to limited liability partnerships may make regulations for carrying out this Act, provided the regulations are not inconsistent with the Act.

The Court may make procedural rules for proceedings under this Act, provided they are not inconsistent with the Act and relate to matters the Act requires or permits to be prescribed by rules.

Transitional rules: existing limited liability partnerships registered under the repealed Act are continued; their rights, powers, liabilities and duties, pending proceedings, and officers continue under the new Act.